Amacore Group, Inc. - Amended Statement of Changes in Beneficial Ownership (4/A)
26 Agosto 2008 - 1:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Vicis Capital, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
AMACORE GROUP, INC.
[
ACGI.OTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
445 PARK AVENUE, 16TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2008
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
8/20/2008
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value per share
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796250
(3)
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I
(1)
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By Vicis Capital Master Fund
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series D Convertible Preferred Stock
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$0.01
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9/24/2008
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7/15/2011
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Class A Common Stock
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694600000
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694.6
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I
(1)
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By Vicis Capital Master Fund
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Series E Convertible Preferred Stock
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$0.02
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9/24/2008
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7/15/2011
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Class A Common Stock,
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69500000
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139
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I
(1)
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By Vicis Capital Master Fund
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Series G Convertible Preferred Stock
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$5.00
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9/24/2008
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7/15/2011
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Class A Common Stock,
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2400000
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1200
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I
(1)
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By Vicis Capital Master Fund
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Series H Convertible Preferred Stock
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$5.00
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9/24/2008
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7/15/2011
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Class A Common Stock,
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800000
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400
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I
(1)
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By Vicis Capital Master Fund
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Warrant to purchase Class A Common Stock
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$1.25
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(2)
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8/10/2009
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Class A Common Stock,
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400000
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400000
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I
(1)
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By Vicis Capital Master Fund
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Warrant to purchase Class A Common Stock
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$0.375
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(2)
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3/13/2013
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Class A Common Stock,
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45000000
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45000000
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I
(1)
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By Vicis Capital Master Fund
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Warrant to purchase Class A Common Stock
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$0.375
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(2)
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4/30/2013
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Class A Common Stock,
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22500000
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22500000
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I
(1)
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By Vicis Capital Master Fund
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Warrant to purchase Class A Common Stock
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$0.375
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(2)
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6/2/2013
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Class A Common Stock,
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45000000
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45000000
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I
(1)
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By Vicis Capital Master Fund
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Explanation of Responses:
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(
1)
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Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis
Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and
dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership
of, the foregoing shares.
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(
2)
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Immediately.
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(
3)
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The sole purpose of this amendment is to correct the holdings reported on the Form 4 filed by the Reporting Persons on August
20, 2008. That Form 4 prematurely reported that Vicis Capital Master Fund had purchased from the Issuer: (1) 400 shares of
the Issuer's Series I Convertible Preferred Stock with a mandatory conversion date of July 15, 2011, and (2) a warrant to
purchase 45,000,000 shares of the Issuer's common stock with an expiration date of August 18, 2013 and an exercise price of
$5.00, for aggregate consideration of $4,000,000. While Vicis Capital Master Fund is in discussions for acquiring
additional securities of the Issuer, no such transaction has yet been consummated.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Vicis Capital, LLC
445 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10022
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X
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Vicis Capital Master Fund
445 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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/s/ Keith Hughes, Chief Financial Officer, Vicis Capital LLC
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8/26/2008
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**
Signature of Reporting Person
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Date
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/s/ Keith Hughes, Authorized Representative, Vicis Capital Master Fund
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8/26/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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